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TMI Blog2022 (6) TMI 174X X X X Extracts X X X X X X X X Extracts X X X X ..... And Hon ble Shri Prasanta Kumar Mohanty, Member (T) ORDER [ Per : Mr. Prasanta Kumar Mohanty, Member (T) ] 1. The present joint application is filed under Sections 230 to 232 of the Companies Act, 2013, seeking the following reliefs: a) The convening and holding of the meetings of the Shareholders/members of the Transferee Company to consider and approve the proposed Scheme of Amalgamation between the Transferor Company and Transferee Company be dispensed with. b) The convening and holding of the meetings of the Unsecured creditors of the Transferee Company to consider and approve the proposed Scheme of Amalgamation between the Transferor Company and Transferee Company be dispensed with. c) That approp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and the Amalgamated Company have a mirror shareholding pattern i.e. each individual shareholders owns the same percentage of equity shares in the Amalgamating Company and the Amalgamated Company. c) In order to consolidate the group structure including the Amalgamating Company and reduce the various administrative costs incurred for the two companies, the Management proposes, by way of this Scheme to amalgamate the Amalgamating Company into and with the Amalgamated Company in accordance with the terms hereof. d) The Scheme is expected to have the following benefits: i. Benefit to the shareholders and other stakeholders of the respective companies by consolidating and simplifying the group structure, business operations, po ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e statutory auditors of the Transferee Company/ Applicant Company to the effect that the accounting treatment specified in the Scheme is in conformity with the accounting standard prescribed under Section 133 of the Companies Act, 2013 has been annexed hereto and marked as ANNEXURE H-1 . 5.2. A copy of the certificate, dated 20.01.2022 issued by the statutory auditors of the Transferor Company to the effect that the accounting treatment specified in the Scheme is in conformity with the accounting standard prescribed under Section 133 of the Companies Act, 2013 has been annexed hereto and marked as ANNEXURE H-2 . 5.3. A certified copy of the Valuation report provided by the Registered Valuer in accordance with the Companies ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed Creditors and Unsecured Creditors of Transferor Company has been annexed hereto and marked as ANNEXURE L . 5.7. Showan Investment Private Limited / TRANSFEREE COMPANY has NIL Secured Creditors as on 30.11.2021. Further Showan Investments Private Limited / TRANSFEREE COMPANY has 6 (Six) Unsecured Creditors as on 30.11.2021 amounting to Rs 8,31,71,35,000.00. A certificate showing the list of Secured Creditors and Unsecured Creditors of Transferee Company has been annexed hereto and marked as ANNEXURE M . The Unsecured Creditors have given their affidavits cum consents which are annexed hereto and have been marked as ANNEXURE M-1 . 5.8. The Declaration u/s 29A of the IBC, 2016 by the Transferor Company and Trans ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... owed. Accordingly, it is allowed in terms of the prayer clause and subject to following directions: 9.1 The Applicant Companies to issue a notice, in Form No. CAA.3 along with disclosures mentioned under Rule 6, as per the provisions of Section 23 (5) read with Rule 8 of the Companies Act, to i. The Central Government through the Regional Director, ii. North East Region, Ministry of Corporate Affairs, Guwahati iii. The Registrar of Companies, Guwahati iv. The Official Liquidator, Guwahati v. Income Tax Authorities concerned and the Assessment Officers of Income Tax relating to the Transferee Company by informing that their representations, if any, to be made within a period of 60 days from the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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